Publication
Publication
On 20 November 2025, Sarah Cardell returned to the Chatham House ballroom ready to dance her way through another keynote speech. Her 2024 star-turn, in which she launched the CMA’s now ubiquitous “4Ps” (pace, predictability, proportionality and process) programme, has come to be understood as the beginning of a bold policy pivot to ensure the CMA is in-step with the UK Government’s industrial strategy. A year on, Sarah Cardell launched the CMA’s 2026-2029 strategy, guided by the new 3Rs: reality, responsibility and results.
Sarah Cardell’s speech promised that the CMA would be “[R]igorous, but not rigid. Decisive, but not dogmatic. Combining continuity with change…[and] focused on outcomes, not orthodoxy”. Key to achieving these admirable alliterative ambitions will be the soon-to-be-minted revised Remedies Guidance, the result of an extensive engagement process kicked off with a call for information announced in last year’s Chatham House speech. A draft of the guidance consulted on over the autumn suggests the new Remedies Guidance will reflect a significant re-think of the CMA’s approach (much of which is already being implemented in live cases) and, with CMA Executive Director of Mergers Joel Bamford confirming today that the finalised guidance will be published in the coming weeks, it seems an opportune moment to gaze into the crystal glitterball and speculate on about how remedies policy may evolve (or not) under the new Remedies Guidance in 2026 and beyond.
The past twelve months have seen the CMA waltz through an ambitious routine of merger control (and broader) reform. In addition to the (almost final) new Remedies Guidance, new KPIs have significantly sped up the merger review processes and revised jurisdictional and procedural guidance has codified a significant shift in the CMA’s approach to global deals, all against the backdrop of promised legislative reform (on which a consultation is also expected imminently). In this year’s Chatham House speech, Sarah Cardell says these changes reflect both “operational independence”, but also a recognition that CMA is not performing in “a political vacuum”. Rather, like in any good group dance, the CMA is responding to the dancers economic and policy context around it.
So what can be expected from the finalised Remedies Guidance? The CMA is adamant that first and foremost, it remains focused on effective remedies: in line with the draft Remedies Guidance, the CMA will not consider proportionality until they are assured of effectiveness. Nonetheless, the “new approach” will offer greater flexibility, giving the CMA scope to push the envelope on a wider range of complex and creative remedies packages, including behavioural remedies. But many of the “revisions” are not entirely new dance moves, having been trialled in cases over the last year. In this post, exhilarated (and perhaps a little exhausted after a whirlwind year in CMA merger control), Platypus summarises both guidance and practice on the key issues of: (i) the behavioural/structural remedy divide; (ii) carve outs; (iii) relevant customer benefits; and (iv) how much of the “new” approach can be taken to the bank at Phase 1.
Perhaps most critically (and as anticipated), in the revised Remedies Guidance the CMA has taken some tentative footsteps in favour of behavioural remedies, on the basis that these “can be effective in some cases” even if there remains a preference for structural remedies. While wording remains tentative, this reflects a significant shift from the CMA only using behavioural remedies where “structural remedies are not feasible, the SLC is expected to have a short duration or, at Phase 2, behavioural measures would preserve substantial RCBs that would be largely removed by structural measures.” The CMA’s institutional resistance of behavioural remedies has historically led to binary outcomes with the CMA pushed to either clear or block deals, in particular in vertical / conglomerate cases (particularly common in digital markets). This has on occasion led to UK/EU divergence in cases where the European Commission has accepted behavioural remedies and the CMA has not. Notably, in today’s remarks, Joel Bamford in
Prior to the consultation on the revised Remedies Guidance but quickly out of the blocks after the 2024 Chatham House speech, Vodafone/Three saw the CMA accept a novel package of investment and behavioural remedies at Phase 2; an outcome that would have been as coveted as a ten from Craig in previous years! The draft revised Remedies Guidance confirms what was widely suspected: Vodafone/Three demonstrates that behavioural remedies can be appropriate in regulated sectors, where the regulator well-versed in the sector provides the CMA with comfort around compliance with the behavioural remedy. As the revised Remedies Guidance explains, “monitoring behavioural remedies may be more practicable in certain cases – for example, if the merger parties are active in an industry with a regulator with appropriate expertise, powers and resources.” However, as explained further below, Schlumberger / ChampionX indicates that in the right cases, behavioural remedies may form part of a solution even absent a sector regulator
Equally, it would be misleading to suggest these cases are anything more than (still relatively) rare exceptions: much of the CMA’s remedy practice in 2025 has been vanilla and structural (e.g. GXO/Wincanton and Topps Tiles / CTD Tiles). Attempts by emboldened couples merging parties to push the envelope on illegal lifts more complex remedies were not ultimately needed in Global Business Travel Group, Inc / CWT Holdings, LLC, given the CMA was comfortable clearing the deal without remedies in Phase 2.
In its revised Remedies Guidance, the CMA states that carve-out remedies “can be capable of addressing an SLC at source and will generally have a long-term effect” but will also “be more complex and present additional risks” compared to the divestiture of an existing business. Whilst the CMA’s default dance partner remains the tried-and-tested divestment of a standalone business, the revised Remedies Guidance suggests it is at least willing to give carve outs a spin around the competition law ballroom.
This may be the remedy topic that best demonstrates a willingness to live with risks, as carve outs require the agency to accept additional composition risk and quiet reservations that a mix-and-match remedy might not be effective in offering a sufficient competitive constraint post-merger. The revised Remedies Guidance is explicit about how it will share the risks inherent to complex structural remedies (including carve-outs) with the merger parties and attempt to mitigate them through, for example, requiring an upfront buyer for proposed divestiture remedies and consulting with independent experts. Early engagement with the CMA is also encouraged.
However, the CMA’s recommendation in the revised Remedies Guidance that merger parties have a ‘fall-back’ remedy option waiting in the wings in case the initially proposed divestiture remedy does not work out in the specified time, if included in final Remedies Guidance, could make it more challenging to achieve conditional clearances at Phase 1. We anticipate little appetite for the uncertainty this approach would bring, if fallback remedies are required as a matter of course.
Recent case outcomes offer further encouragement that the CMA is looking more favourably on carve-out remedy proposals. Schlumberger/ChampionX saw the CMA accept a complex remedy package comprising a carve-out divestment and behavioural licensing arrangement. The CMA agreed to accept: (i) the divestment of Schlumberger’s production chemicals technology business in the UK to a CMA-approved upfront buyer; (ii) the sale of ChampionX’s US Synthetic business to a CMA-approved buyer; and (iii) a global licence covering relevant ChampionX intellectual property and know-how to a CMA-approved alternative developer. In Greencore/Bakkavor, the CMA also indicated that it would in principle accept a carve-out remedy, stating that it believed the sale of Greencore’s manufacturing plant in Bristol would address its concerns. This is consistent with the mantra from the CMA that “every deal capable of being cleared, should be”.
Perhaps most striking of all in the revised approach is the suggestion that more complex remedies, including behavioural remedies and carve outs, might be available in Phase 1. This would mark a significant change from the historically very high standard that Phase 1 remedies must be “clear cut” and as “comprehensive as reasonably practicable”. Despite indicating greater flexibility however, the CMA declined to cha-cha-change the formal standard for remedies at Phase 1 (which Platypus and others argued was not required by legislation). This means that for a remedy to be accepted at Phase 1 “there must not be material doubts about the overall effectiveness of the remedy”, nor can the undertakings in lieu (“UILs”) “be of such complexity that their assessment, specification and implementation are not feasible within the constraints of the phase 1 timetable.”
As noted above, Schlumberger / ChampionX shows that where the stars align (and the footwork is flawless), this could be possible in Phase 1, but the recent referral of Getty / Shuttershock serves as a reminder to dealmakers that achieving a Phase 1 clearance subject to remedies is far from guaranteed. The CMA’s comment in its press release announcing the Phase 2 referral that Getty and Shuttershock offered a “complex package of remedies at a late stage in the Phase 1 process” suggests the CMA wanting to absolve itself of total responsibility for failing to get remedies over the line in phase 1. More generally, it endorses the truism that some remedies packages may simply still be sufficiently complex that they require the additional rehearsal time available in a Phase 2 process to be assessed by the CMA. It goes without saying that early engagement with the CMA is crucial for those parties hoping to get the CMA comfortable with accepting complex remedies in Phase 1.
Relevant customer benefits (“RCBs”) provide a useful framework for efficiencies (including out of market efficiencies) to play a role in the CMA’s evaluation of a merger. Taking greater account of direct and indirect benefits to customers (for example lower prices, higher quality products or greater choice and increased innovation) should theoretically enable the CMA to be more flexible and proportionate in its mergers assessment. At least in principle, the CMA’s framework differs from its European cousins who have traditionally taken a sceptical view of merger efficiencies where these do not clearly involve the consumers who would suffer from any putative harm. The European Commission assesses efficiencies arising from a merger narrowly, limited to in-market and short-term efficiencies such as price benefits.
The CMA’s revised Remedies Guidance includes several amendments to the section on RCBs, providing examples of past cases where RCBs have influenced remedy discussion and encouraging parties to engage and submit evidence on the topic of RCBs, if relevant, “at the earliest opportunity.” In other words, if parties want their efficiencies to score highly, they need to get their RCB choreography in early, not rush a last minute routine past the judges.
This additional clarity and encouragement are a welcome sign of things to come, as the CMA has already trailed a consultation on its approach to efficiencies in merger assessments in the new year, suggesting that RCBs may be stepping into a more prominent role.
The CMA’s more pragmatic approach to remedies is part of a larger story, as it appears that the new-look CMA is willing to give more deals the benefit of the doubt. While we should be careful to interpret small sample sizes too strongly, the caseload suggests that the CMA is willing to adopt a more proportionate approach and that the balance of concern between overenforcement and underenforcement (which has in recent years seen concerns about underenforcement weighed very heavily) may be readjusting, especially in global deals with weaker UK nexus. The CMA’s own merger investigation statistics for the first half of 2025 indicate, the CMA is simply calling fewer couples to the dancefloor, investigating fewer cases (20) and referring even fewer (5) to the “case review meeting” stage of Phase 1, meaning that it is clearing more of the cases at an earlier stage in the Phase 1 process, often needing no recourse to remedies.
On a similar theme, based on the statistics, the CMA has become more willing to exercise its discretion to reach pragmatic outcomes through applying the de minimis exception (see Keysight / Spirent) and seemingly being more receptive to failing firm arguments (see Sportsradar / IMG Arena). Some caution is however encouraged. CMA officials have been very clear that the CMA’s adjusted risk-appetite and focus on proportionality should not be misinterpreted as “open season on bad deals”. As Getty / Shuttershock shows, Phase 2 reviews are ongoing, and some remedies proposals are rejected.
Nonetheless, the last 12 months of CMA decision-making with respect to mergers shows a light-footed CMA pivoting across the dancefloor, casting off old moves in favour of flexibility. Recent remedies accepted at Phase 1 and Phase 2 demonstrate a CMA more willing to take (or share) risks. The 2025 Chatham House speech affirms this direction of travel, with the CMA promising a consultation in 2026 on its approach to efficiencies in merger assessments. We will wait to see if the CMA becomes even bolder in its decision-making than the revised Remedies Guidance and 2025 outcomes might indicate. Perhaps we will see a more creative choreography of remedies packages on the dancefloor…!
Authors: Jonny Ford, Verity Egerton-Doyle and Lucy Watkiss
